OKLAHOMA CITY, June 26, 2014 /PRNewswire/ - Equal Energy Ltd. ("Equal" or the "Company") (NYSE: EQU) (TSX: EQU) announced today that Institutional Shareholder Services Inc. ("ISS") has recommended that shareholders vote FOR the acquisition of Equal by a subsidiary of Petroflow Energy Corporation.
ISS also recommended that shareholders vote FOR the non-binding advisory proposal to approve the compensation that might become payable to Equal's named executive officers in connection with the Arrangement (as defined below). ISS called the compensation "reasonable both in absolute terms and relative to the transaction equity value." 1
"The ISS recommendation is a powerful third party endorsement from a leading independent proxy advisor," said Michael Doyle, Equal's Chairman of the Board. "ISS considered all public comments, including criticisms of the transaction, and came to a conclusion that the transaction is in the best interest of shareholders."
ISS is a leading independent international corporate governance analysis and proxy voting firm. ISS recommendations are intended to assist shareholders in making proxy voting decisions.
In recommending that shareholders vote FOR the transaction and the proposed cash severance payments, ISS stated: "Support for the transaction is therefore warranted given the substantial premium over the unaffected price, the sales process and low termination fee, and what appears to be meaningful downside risk if the merger is not approved." 1
About the transaction
As previously disclosed, the proposed acquisition would proceed under a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Equal, the shareholders of Equal ("Equal Shareholders"), Petroflow Energy Corporation and Petroflow Canada Acquisition Corp. ("Petroflow Sub" and together with Petroflow Energy Corporation, "Petroflow").
Under the Arrangement, Petroflow Sub will acquire all of the outstanding common shares of Equal for US$5.43 in cash per share. Upon completion of the Arrangement, Equal Shareholders will also receive a cash dividend of US$0.05 per share. Equal's board of directors recommends Equal Shareholders vote FOR the Arrangement.
ISS comments on substantial premium and downside risk
ISS stated: "The bid also offered a meaningful and substantial 53.8% premium over the unaffected price just prior to the first announcement of an unsolicited bid, and over the company's stock price over the prior three years."
"During April 2014, as the original termination date of May 1, 2014 neared, shares of Equal dipped to an average of USD $4.50 during the month of April 2014 – down 14% from average price over the three months since the deal was announced. This reaction bolsters management's claim that the premium was meaningfully above the stock's standalone value and that rejecting the transaction would expose shareholders to significant downside risk.
As deal speculation appears to still have been supporting the stock in April, however, there is additional downside risk to a standalone alternative, which would no longer benefit from this speculation." 1
(1) Consent to quote the ISS report was neither sought nor obtained.
How to Vote
Every share voted is very important. Equal Shareholders are encouraged to vote as soon as possible.
Any Equal Shareholder that has questions or requires more information with regard to the voting of Equal shares should contact Kingsdale Shareholder Services by toll-free telephone in North America at 1-866-581-1479 or collect call outside North America at 416-867-2272, or by e-mail at email@example.com.
Equal's Board encourages Equal Shareholders to VOTE NOW FOR THE ARRANGEMENT to receive the full value of Petroflow's US$5.43 per share premium offer, as well as the US$0.05 per share dividend payable on completion of the Arrangement.
In connection with the Arrangement, Equal filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on June 11, 2014. The definitive proxy statement has also been filed on the Canadian SEDAR filing system at www.sedar.com, and is available on Equal's website at www.equalenergy.ca The definitive proxy statement contains important information about the proposed Arrangement and related matters. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT.
Investors and shareholders may obtain free copies of the definitive proxy statement and other documents filed with the SEC by Equal through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders may obtain free copies of the definitive proxy statement from Equal by telephone at (405) 242-6000, or by mail at: Equal Energy Ltd., 4801 Gaillardia Pkwy, Suite 325, Oklahoma City, OK, 73142 Attn: Investor Relations.
Equal and its Directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Equal in connection with the Arrangement. Information regarding the interests of these Directors and executive officers in the Arrangement is included in the definitive information circular and proxy statement described above. Additional information regarding these Directors and executive officers is also included in Amendment No. 1 to Equal's Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on April 29, 2014. This document is available free of charge at the SEC's web site at www.sec.gov, and from Equal by telephone at (405) 242-6000, or by mail at: Equal Energy Ltd., 4801 Gaillardia Pkwy, Suite 325, Oklahoma City, OK, 73142 Attn: Investor Relations.
About Equal Energy
Equal Energy is an oil and gas exploration and production company based in Oklahoma City, Oklahoma. Our oil and gas assets are centered on the Hunton liquids-rich natural gas property in Oklahoma. Our shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol (EQU). Our convertible debentures are listed on the Toronto Stock Exchange under the symbols EQU.DB.B.
Certain information in this press release constitutes forward-looking statements under applicable securities laws including statements relating to the completion of the Arrangement and payment of consideration and the dividend pursuant to the Arrangement. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may," "should," "anticipate," "expects," "seeks" and similar expressions.
Forward-looking statements necessarily involve known and unknown risks, such as risks associated with oil and gas production; marketing and transportation; loss of markets; volatility of commodity prices; currency and interest rate fluctuations; imprecision of reserve and future production estimates; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of dispositions; inability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to income tax, environmental laws and regulatory matters; and failure to obtain shareholder approval or to meet other closing conditions for the Arrangement, including the failure of Petroflow to obtain financing for the completion of the Arrangement. Readers are cautioned that the foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward looking statements contained in this press release are expressly qualified by this cautionary statement.
Additional information on these and other factors that could affect Equal's operations or financial results are included in Equal's reports on file with Canadian and U.S. securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), the SEC's website (www.sec.gov), Equal's website (www.equalenergy.ca) or by contacting Equal. Furthermore, the forward looking statements contained in this press release are made as of the date of this press release, and Equal does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
All dollar values are in US dollars unless otherwise stated.
SOURCE Equal Energy Ltd.